Self-Regulatory Organizations; The NASDAQ Stock Market, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Regarding Notification Requirements for Issuers Making Distributions to Shareholders, 5892-5894 [E8-1731]
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5892
Federal Register / Vol. 73, No. 21 / Thursday, January 31, 2008 / Notices
unnecessary. FINRA is re-proposing the
amendment to Rule 2810(c)(2).
principles of trade, and protect investors
and the public interest.
ii. Total Production and Equal
Weighting Requirements
B. Self-Regulatory Organization’s
Statement on Burden on Competition
In connection with the Original
Proposal, NASD stated that it was
considering future amendments to Rule
2810 to incorporate the total production
and equal weighting conditions for
internal sales contests in its Investment
Company Rule (Rule 2820) and Variable
Contracts Rule (Rule 2830) in the
context of a broader non-cash
compensation rulemaking initiative.61
Two commenters urged NASD to
abolish sales contests because they
create incentives that are contrary to the
obligations broker-dealers have to their
customers, such as fair dealing.62 As
noted above, FINRA will consider these
issues in future rulemaking.
FINRA does not believe that the
proposed rule change will result in any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act.
e. Effective Date of the Proposed Rule
Change
The Commission published the
proposed rule change in the Federal
Register on July 17, 2006.64 The
comment period closed on August 7,
2006. The Commission received six
comments in response to the Federal
Register publication of the proposal.
The comments are summarized in Item
II above.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
FINRA will announce the effective
date of the proposed rule change in a
Regulatory Notice to be published no
later than 60 days following
Commission approval. The effective
date will be 30 days following
publication of the Regulatory Notice
announcing Commission approval.
2. Statutory Basis
rwilkins on PROD1PC63 with NOTICES
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
FINRA believes that the proposed rule
change is consistent with the provisions
of section 15A(b)(6) of the Act,63 which
require, among other things, that FINRA
rules must be designed to prevent
fraudulent and manipulative acts and
practices, to promote just and equitable
principles of trade, and, in general, to
protect investors and the public interest.
The proposed rule change would codify
FINRA’s longstanding policy of
applying certain regulatory
requirements in Rule 2810 to REITs. In
context of Investment Programs, FINRA
believes that clarifying the standards for
determining the fairness and
reasonableness of compensation,
treating the use and allocation of
offering proceeds in a more explicit and
objective manner, requiring disclosure
regarding the liquidity of prior programs
offered by the same sponsor, prohibiting
sales loads on reinvested dividends and
enabling bona fide training and
education meetings to take place at
appropriate locations, are measures
designed to prevent fraudulent
practices, promote just and equitable
Notice to Members 05–40.
Securities Division and NASAA.
63 15 U.S.C. 78o–3(b)(6).
Within 35 days of the date of
publication of this notice in the Federal
Register or within such longer period (i)
as the Commission may designate up to
90 days of such date if it finds such
longer period to be appropriate and
publishes its reasons for so finding or
(ii) as to which the self-regulatory
organization consents, the Commission
will:
(A) By order approve such proposed
rule change, or
(B) Institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change, as amended, is consistent with
the Act. Comments may be submitted by
any of the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml ); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–NASD–2005–114 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Nancy M. Morris, Secretary,
Securities and Exchange Commission,
61 See
62 Massachusetts
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18:07 Jan 30, 2008
Jkt 214001
64 See Securities Exchange Act Release No. 54118
(July 10, 2006), 71 FR 40569 (July 17, 2006).
PO 00000
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100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–NASD–2005–114. This file
number should be included on the
subject line if e-mail is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml ). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for inspection and copying in
the Commission’s Public Reference
Room, 100 F Street, NE., Washington,
DC 20549, on official business days
between the hours of 10 a.m. and 3 p.m.
Copies of such filing also will be
available for inspection and copying at
the principal office of FINRA. All
comments received will be posted
without change; the Commission does
not edit personal identifying
information from submissions. You
should submit only information that
you wish to make available publicly. All
submissions should refer to File
Number SR–NASD–2005–114 and
should be submitted on or before
February 21, 2008.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.65
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8–1725 Filed 1–30–08; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–57198; File No. SR–
NASDAQ–2007–094]
Self-Regulatory Organizations; The
NASDAQ Stock Market, LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change Regarding
Notification Requirements for Issuers
Making Distributions to Shareholders
January 24, 2008.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
65 17
E:\FR\FM\31JAN1.SGM
CFR 200.30–3(a)(12).
31JAN1
Federal Register / Vol. 73, No. 21 / Thursday, January 31, 2008 / Notices
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on November
30, 2007, The NASDAQ Stock Market,
LLC (‘‘Nasdaq’’) filed with the Securities
and Exchange Commission (‘‘SEC’’ or
‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been
substantially prepared by Nasdaq.
Nasdaq has designated the proposed
rule change as constituting a ‘‘noncontroversial’’ rule change under Rule
19b–4(f)(6) under the Act,3 which
renders the proposal effective upon
receipt of this filing by the Commission.
The Commission is publishing this
notice to solicit comments on the
proposed rule change from interested
persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Nasdaq proposes a rule change to
include in the Nasdaq rule manual the
notification requirements for issuers
making distributions to shareholders.
The text of the proposed rule change
is below. Proposed new language is
underlined; proposed deletions are in
brackets.4
*
*
*
*
*
4310. Listing Requirements for Domestic
and Canadian Securities
(a)–(b) No Change.
(c)(1)–(24) No Change.
(c)(25) In the case of any dividend
action or action relating to a stock
distribution of a listed stock the issuer
shall, no later than 10 calendar days
prior to the record date of such action:
[[Reserved]]
(i) Notify Nasdaq by filing the
appropriate form as designated by
Nasdaq; and
(ii) Provide public notice using a
Regulation FD compliant method.
Notice to Nasdaq should be given as
soon as possible after declaration and,
in any event, no later than
simultaneously with the public notice.
(c)(26)–(30) No Change.
*
*
*
*
*
4320. Listing Requirements for NonCanadian Foreign Securities and
American Depository Receipts
rwilkins on PROD1PC63 with NOTICES
(a)–(d) No Change.
(e)(1)–(20) No Change.
(e)(21) In the case of any dividend
action or action relating to a stock
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 17 CFR 240.19b–4(f)(6).
4 Changes are marked to the rule text that appears
in the electronic manual of Nasdaq found at
www.complinet.com/nasdaq.
2 17
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18:07 Jan 30, 2008
Jkt 214001
distribution of a listed stock the issuer
shall, no later than 10 calendar days
prior to the record date of such action:
[[Reserved]]
(i) Notify Nasdaq by filing the
appropriate form as designated by
Nasdaq; and
(ii) Provide public notice using a
Regulation FD compliant method.
Notice to Nasdaq should be given as
soon as possible after declaration and,
in any event, no later than
simultaneously with the public notice.
(e)(22)–(26) No Change.
(f) No Change.
*
*
*
*
*
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
Nasdaq included statements concerning
the purpose of and basis for the
proposed rule change and discussed any
comments it received on the proposed
rule change. The text of these statements
may be examined at the places specified
in Item IV below. Nasdaq has prepared
summaries, set forth in Sections A, B,
and C below, of the most significant
aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Pursuant to SEC Rule 10b–17,5 a
national securities exchange may
establish procedures under which an
issuer must provide notice to the
exchange no later than 10 calendar days
prior to the record date of a dividend or
other distribution in cash or in kind,
including a dividend or distribution of
any security. Nasdaq has implemented
this requirement through procedures
posted on its Web site at https://
www.nasdaq.com/about/
FAQsMarketIntegrity.stm.
Upon receipt of an issuer’s
notification information regarding an
upcoming distribution to shareholders,
and in accordance with Nasdaq Rule
11140, Nasdaq Corporate Data
Operations Staff thereafter determines
the ‘‘ex’’ date for the distribution and
announces that information to the
marketplace via a Daily List, which is a
daily publication of all newly
announced dividends. The information
on the Daily List includes, among other
things, the record date, payment date,
payment amount and all new ex date
rulings in order to provide the
marketplace with the information
necessary to adjust the price of the
security on the ex date to represent the
value of the dividend.
The proposed rule text specifically
incorporates the 10 day notice period
set forth in SEC Rule 10b–17.
Additionally, the proposed rule
language requires that an issuer provide
such notice through the use of
appropriate Nasdaq forms and through
the use of a Regulation FD compliant
method to help ensure that both Nasdaq
and the public are appropriately alerted
in a timely manner as to any upcoming
distributions to shareholders.
Nasdaq believes that adopting a
listing standard in this area, rather than
relying on procedures described on a
Web site, will provide greater
transparency to issuers and investors
and reduce the likelihood of untimely
notification of dividend declarations.
Moreover, we note that both the New
York Stock Exchange LLC (‘‘NYSE’’) and
the American Stock Exchange, LLC
(‘‘Amex’’) have each already adopted
rules that implement SEC Rule 10b–17
as to their listed issuers.6 Thus,
adoption of a Nasdaq listing standard
will provide uniformity throughout the
markets. Nasdaq’s proposed rule is
consistent in all respects with the
procedures on its Web site.
2. Statutory Basis
Nasdaq believes that the proposed
rule change is consistent with the
provisions of Section 6(b) of the Act 7 in
general and furthers the objectives of
Section 6(b)(5) 8 in particular in that it
is designed to promote just and
equitable principles of trade, to foster
cooperation and coordination with
persons engaged in regulating, clearing,
settling, processing information with
respect to, and facilitating transactions
in securities, to remove impediments to
and perfect the mechanisms of a free
and open market and a national market
system and, in general, to protect
investors and the public interest.
Untimely notification of dividend
declarations may have a negative impact
on the marketplace in the form of a late
ex date ruling so it is in the best
interests of the marketplace that Nasdaq
reflect its notification requirements in
the Nasdaq manual.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Nasdaq does not believe that the
proposed rule change will result in any
burden on competition that is not
6 See
NYSE Rule 204.12 and Amex Rule 830.
U.S.C. 78f(b).
8 15 U.S.C. 78f(b)(5).
7 15
5 17
PO 00000
CFR 240.10b–17.
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31JAN1
5894
Federal Register / Vol. 73, No. 21 / Thursday, January 31, 2008 / Notices
necessary or appropriate in furtherance
of the purposes of the Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments on the proposed
rule change were neither solicited nor
received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 9 and Rule 19b–4(f)(6)
thereunder 10 because it does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
for 30 days after the date of the filing,
or such shorter time as the Commission
may designate.
A proposed rule change filed under
Rule 19b–4(f)(6) may not become
operative prior to 30 days after the date
of filing unless the Commission
designates a shorter time if such action
is consistent with the protection of
investors and the public interest.11
Nasdaq has requested that the
Commission waive the 30-day operative
delay, which would make the rule
change operative immediately upon
filing with the Commission. The
Commission believes waiving the 30day operative date is consistent with the
protection of investors and the public
interest because the proposed rule
change provides greater transparency to
issuers and investors and may reduce
the likelihood of untimely notification
of dividend declarations.12 For these
reasons, the Commission designates the
proposal to be effective and operative
upon filing with the Commission.
At any time within 60 days of the
filing of a rule change pursuant to
Section 19(b)(3)(A) of the Act,13 the
Commission may summarily abrogate
9 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6).
11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires that a self-regulatory
organization submit to the Commission written
notice of its intent to file the proposed rule change,
along with a brief description and text of the
proposed rule change, at least five business days
prior to the date of filing of the proposed rule
change, or such shorter time as designated by the
Commission. The Commission notes that Nasdaq
has satisfied the five-day pre-filing notice
requirement.
12 For purposes only of waiving the 30-day preoperative period, the Commission has considered
the impact of the proposed rule change on
efficiency, competition, and capital formation. 15
U.S.C. 78c(f).
13 15 U.S.C. 78s(b)(3)(A).
rwilkins on PROD1PC63 with NOTICES
10 17
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18:07 Jan 30, 2008
Jkt 214001
the rule change if it appears to the
Commission that such action is
necessary or appropriate in the public
interest, for the protection of investors,
or otherwise in furtherance of the
purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
should be submitted on or before
February 21, 2008.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.14
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8–1731 Filed 1–30–08; 8:45 am]
BILLING CODE 8011–01–P
SMALL BUSINESS ADMINISTRATION
[Disaster Declaration # 11158 and # 11159]
Massachusetts Disaster # MA–00013
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–NASDAQ–2007–094 on the
subject line.
U.S. Small Business
Administration.
ACTION: Notice.
AGENCY:
SUMMARY: This is a notice of an
Administrative declaration of a disaster
for the Commonwealth of Massachusetts
dated 01/25/2008.
Incident: Fire.
Paper Comments
Incident Period: 01/21/2008.
• Send paper comments in triplicate
Effective Date: 01/25/2008.
Physical Loan Application Deadline
to Nancy M. Morris, Secretary,
Date: 03/25/2008.
Securities and Exchange Commission,
Economic Injury (Eidl) Loan
100 F Street, NE., Washington, DC
Application Deadline Date: 10/27/2008.
20549–1090.
ADDRESSES: Submit completed loan
All submissions should refer to File
applications to: U.S. Small Business
Number SR–NASDAQ–2007–094. This
Administration, Processing and
file number should be included on the
subject line if e-mail is used. To help the Disbursement Center, 14925 Kingsport
Road, Fort Worth, TX 76155.
Commission process and review your
FOR FURTHER INFORMATION CONTACT: A.
comments more efficiently, please use
only one method. The Commission will Escobar, Office of Disaster Assistance,
post all comments on the Commission’s U.S. Small Business Administration,
409 3rd Street, SW., Suite 6050,
Internet Web site (https://www.sec.gov/
Washington, DC 20416.
rules/sro.shtml). Copies of the
submission, all subsequent
SUPPLEMENTARY INFORMATION: Notice is
amendments, all written statements
hereby given that as a result of the
with respect to the proposed rule
Administrator’s disaster declaration,
change that are filed with the
applications for disaster loans may be
Commission, and all written
filed at the address listed above or other
communications relating to the
locally announced locations.
The following areas have been
proposed rule change between the
Commission and any person, other than determined to be adversely affected by
the disaster:
those that may be withheld from the
public in accordance with the
Primary Counties:
provisions of 5 U.S.C. 552, will be
Essex.
Contiguous Counties:
available for inspection and copying in
Massachusetts: Middlesex and
the Commission’s Public Reference
Suffolk.
Room, 100 F Street, NE., Washington,
New Hampshire: Hillsborough and
DC 20549, on official business days
Rockingham.
between the hours of 10 a.m. and 3 p.m.
Copies of such filing also will be
The Interest Rates are:
available for inspection and copying at
Percent
the principal office of the Nasdaq. All
comments received will be posted
Homeowners With Credit Available
without change; the Commission does
Elsewhere ...................................
5.500
not edit personal identifying
Homeowners Without Credit Availinformation from submissions. You
able Elsewhere ...........................
2.750
should submit only information that
Businesses With Credit Available
you wish to make available publicly. All
Elsewhere ...................................
8.000
submissions should refer to File
Number SR–NASDAQ–2007–094 and
14 17 CFR 200.30–3(a)(12).
PO 00000
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31JAN1
]]>Agencies
[Federal Register Volume 73, Number 21 (Thursday, January 31, 2008)]
[Notices]
[Pages 5892-5894]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-1731]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-57198; File No. SR-NASDAQ-2007-094]
Self-Regulatory Organizations; The NASDAQ Stock Market, LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Regarding Notification Requirements for Issuers Making Distributions to
Shareholders
January 24, 2008.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
[[Page 5893]]
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on November 30, 2007, The NASDAQ Stock Market, LLC (``Nasdaq'') filed
with the Securities and Exchange Commission (``SEC'' or ``Commission'')
the proposed rule change as described in Items I and II below, which
Items have been substantially prepared by Nasdaq. Nasdaq has designated
the proposed rule change as constituting a ``non-controversial'' rule
change under Rule 19b-4(f)(6) under the Act,\3\ which renders the
proposal effective upon receipt of this filing by the Commission. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Nasdaq proposes a rule change to include in the Nasdaq rule manual
the notification requirements for issuers making distributions to
shareholders.
The text of the proposed rule change is below. Proposed new
language is underlined; proposed deletions are in brackets.\4\
---------------------------------------------------------------------------
\4\ Changes are marked to the rule text that appears in the
electronic manual of Nasdaq found at www.complinet.com/nasdaq.
---------------------------------------------------------------------------
* * * * *
4310. Listing Requirements for Domestic and Canadian Securities
(a)-(b) No Change.
(c)(1)-(24) No Change.
(c)(25) In the case of any dividend action or action relating to a
stock distribution of a listed stock the issuer shall, no later than 10
calendar days prior to the record date of such action: [[Reserved]]
(i) Notify Nasdaq by filing the appropriate form as designated by
Nasdaq; and
(ii) Provide public notice using a Regulation FD compliant method.
Notice to Nasdaq should be given as soon as possible after
declaration and, in any event, no later than simultaneously with the
public notice.
(c)(26)-(30) No Change.
* * * * *
4320. Listing Requirements for Non-Canadian Foreign Securities and
American Depository Receipts
(a)-(d) No Change.
(e)(1)-(20) No Change.
(e)(21) In the case of any dividend action or action relating to a
stock distribution of a listed stock the issuer shall, no later than 10
calendar days prior to the record date of such action: [[Reserved]]
(i) Notify Nasdaq by filing the appropriate form as designated by
Nasdaq; and
(ii) Provide public notice using a Regulation FD compliant method.
Notice to Nasdaq should be given as soon as possible after
declaration and, in any event, no later than simultaneously with the
public notice.
(e)(22)-(26) No Change.
(f) No Change.
* * * * *
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, Nasdaq included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. Nasdaq has prepared summaries, set forth in Sections A,
B, and C below, of the most significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Pursuant to SEC Rule 10b-17,\5\ a national securities exchange may
establish procedures under which an issuer must provide notice to the
exchange no later than 10 calendar days prior to the record date of a
dividend or other distribution in cash or in kind, including a dividend
or distribution of any security. Nasdaq has implemented this
requirement through procedures posted on its Web site at https://
www.nasdaq.com/about/FAQsMarketIntegrity.stm.
---------------------------------------------------------------------------
\5\ 17 CFR 240.10b-17.
---------------------------------------------------------------------------
Upon receipt of an issuer's notification information regarding an
upcoming distribution to shareholders, and in accordance with Nasdaq
Rule 11140, Nasdaq Corporate Data Operations Staff thereafter
determines the ``ex'' date for the distribution and announces that
information to the marketplace via a Daily List, which is a daily
publication of all newly announced dividends. The information on the
Daily List includes, among other things, the record date, payment date,
payment amount and all new ex date rulings in order to provide the
marketplace with the information necessary to adjust the price of the
security on the ex date to represent the value of the dividend.
The proposed rule text specifically incorporates the 10 day notice
period set forth in SEC Rule 10b-17. Additionally, the proposed rule
language requires that an issuer provide such notice through the use of
appropriate Nasdaq forms and through the use of a Regulation FD
compliant method to help ensure that both Nasdaq and the public are
appropriately alerted in a timely manner as to any upcoming
distributions to shareholders.
Nasdaq believes that adopting a listing standard in this area,
rather than relying on procedures described on a Web site, will provide
greater transparency to issuers and investors and reduce the likelihood
of untimely notification of dividend declarations. Moreover, we note
that both the New York Stock Exchange LLC (``NYSE'') and the American
Stock Exchange, LLC (``Amex'') have each already adopted rules that
implement SEC Rule 10b-17 as to their listed issuers.\6\ Thus, adoption
of a Nasdaq listing standard will provide uniformity throughout the
markets. Nasdaq's proposed rule is consistent in all respects with the
procedures on its Web site.
---------------------------------------------------------------------------
\6\ See NYSE Rule 204.12 and Amex Rule 830.
---------------------------------------------------------------------------
2. Statutory Basis
Nasdaq believes that the proposed rule change is consistent with
the provisions of Section 6(b) of the Act \7\ in general and furthers
the objectives of Section 6(b)(5) \8\ in particular in that it is
designed to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanisms of a free and open market and a national market
system and, in general, to protect investors and the public interest.
Untimely notification of dividend declarations may have a negative
impact on the marketplace in the form of a late ex date ruling so it is
in the best interests of the marketplace that Nasdaq reflect its
notification requirements in the Nasdaq manual.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
Nasdaq does not believe that the proposed rule change will result
in any burden on competition that is not
[[Page 5894]]
necessary or appropriate in furtherance of the purposes of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments on the proposed rule change were neither solicited
nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \9\ and Rule 19b-4(f)(6) thereunder \10\ because
it does not: (i) Significantly affect the protection of investors or
the public interest; (ii) impose any significant burden on competition;
and (iii) become operative for 30 days after the date of the filing, or
such shorter time as the Commission may designate.
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\9\ 15 U.S.C. 78s(b)(3)(A).
\10\ 17 CFR 240.19b-4(f)(6).
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A proposed rule change filed under Rule 19b-4(f)(6) may not become
operative prior to 30 days after the date of filing unless the
Commission designates a shorter time if such action is consistent with
the protection of investors and the public interest.\11\ Nasdaq has
requested that the Commission waive the 30-day operative delay, which
would make the rule change operative immediately upon filing with the
Commission. The Commission believes waiving the 30-day operative date
is consistent with the protection of investors and the public interest
because the proposed rule change provides greater transparency to
issuers and investors and may reduce the likelihood of untimely
notification of dividend declarations.\12\ For these reasons, the
Commission designates the proposal to be effective and operative upon
filing with the Commission.
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\11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires that a self-regulatory organization submit to the
Commission written notice of its intent to file the proposed rule
change, along with a brief description and text of the proposed rule
change, at least five business days prior to the date of filing of
the proposed rule change, or such shorter time as designated by the
Commission. The Commission notes that Nasdaq has satisfied the five-
day pre-filing notice requirement.
\12\ For purposes only of waiving the 30-day pre-operative
period, the Commission has considered the impact of the proposed
rule change on efficiency, competition, and capital formation. 15
U.S.C. 78c(f).
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At any time within 60 days of the filing of a rule change pursuant
to Section 19(b)(3)(A) of the Act,\13\ the Commission may summarily
abrogate the rule change if it appears to the Commission that such
action is necessary or appropriate in the public interest, for the
protection of investors, or otherwise in furtherance of the purposes of
the Act.
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\13\ 15 U.S.C. 78s(b)(3)(A).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://
www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-NASDAQ-2007-094 on the subject line.
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NASDAQ-2007-094. This
file number should be included on the subject line if e-mail is used.
To help the Commission process and review your comments more
efficiently, please use only one method. The Commission will post all
comments on the Commission's Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the submission, all subsequent amendments,
all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for inspection
and copying in the Commission's Public Reference Room, 100 F Street,
NE., Washington, DC 20549, on official business days between the hours
of 10 a.m. and 3 p.m. Copies of such filing also will be available for
inspection and copying at the principal office of the Nasdaq. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NASDAQ-2007-094 and should
be submitted on or before February 21, 2008.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8-1731 Filed 1-30-08; 8:45 am]
BILLING CODE 8011-01-P
